-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HL8cCYr2Z8uxP9JCaAAoJmJyGBqemgG76PIWqJ4FBwIo6bb2NvazKYMUm276kzA1 IRR38s20LRUOxy7gtZCBhA== 0000921895-08-000567.txt : 20080219 0000921895-08-000567.hdr.sgml : 20080218 20080219165751 ACCESSION NUMBER: 0000921895-08-000567 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080219 DATE AS OF CHANGE: 20080219 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LJ INTERNATIONAL INC CENTRAL INDEX KEY: 0001046692 STANDARD INDUSTRIAL CLASSIFICATION: JEWELRY, PRECIOUS METAL [3911] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82477 FILM NUMBER: 08627168 BUSINESS ADDRESS: STREET 1: UNIT #12 12/F BLOCK A FOCAL INDUSTRIAL STREET 2: CENTER 21 MAN LOK ST CITY: HUNG HOM KOWLOON HON STATE: K3 ZIP: 00000 MAIL ADDRESS: STREET 1: ANDREW N BERNSTEIN P C STREET 2: 5445 DTC PARKWAY SUITE 520 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RAMIUS CAPITAL GROUP LLC CENTRAL INDEX KEY: 0001050154 IRS NUMBER: 133937658 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 666 THIRD AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128457900 MAIL ADDRESS: STREET 1: 666 THIRD AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G/A 1 sc13ga206297017_01292008.htm sc13ga206297017_01292008.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 2 )1
 

LJ International Inc.
 (Name of Issuer)
 
Common Stock, Par Value $0.01 Per Share
 (Title of Class of Securities)
 
G55312105
 (CUSIP Number)
 
January 29, 2008
 (Date of Event Which Requires Filing of this Statement)
 
 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
   o  Rule 13d-1(b)
 
   x  Rule 13d-1(c)
 
   o  Rule 13d-1(d)
 
 

_______________
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
      The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 

CUSIP NO. G55312105
 
1
NAME OF REPORTING PERSON
 
                    RCG Crimson Partners, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
66,667 shares (1)
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
66,667 shares (1)
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
66,667 shares (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
Less than 1%
12
TYPE OF REPORTING PERSON
 
PN
 
(1)  Includes 16,667 shares of Common Stock currently issuable upon the exercise of certain warrants.

 
2

CUSIP NO. G55312105
 
1
NAME OF REPORTING PERSON
 
RCG Baldwin, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
200,000 shares
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
200,000 shares
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
200,000 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.1%
12
TYPE OF REPORTING PERSON
 
PN
 

 
3

CUSIP NO. G55312105
 
1
NAME OF REPORTING PERSON
 
RCG Enterprise, Ltd
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
450,000 shares (1)
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
450,000 shares (1)
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
450,000 shares (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
2.4%
12
TYPE OF REPORTING PERSON
 
CO
 
(1)  Includes 50,000 shares of Common Stock currently issuable upon the exercise of certain warrants.

 
4

CUSIP NO. G55312105
 
1
NAME OF REPORTING PERSON
 
Portside Growth and Opportunity Fund
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
100,000 shares (1)
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
100,000 shares (1)
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
100,000 shares (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
Less than 1%
12
TYPE OF REPORTING PERSON
 
CO
 
(1)  Consists of 100,000 shares of Common Stock currently issuable upon the exercise of certain warrants.

 
5

CUSIP NO. G55312105
 
1
NAME OF REPORTING PERSON
 
Ramius Advisors, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
200,000 shares
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
200,000 shares
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
200,000 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.1%
12
TYPE OF REPORTING PERSON
 
OO

6

CUSIP NO. G55312105
 
1
NAME OF REPORTING PERSON
 
Ramius Capital Group, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
926,667 shares (1)
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
926,667 shares (1)
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
926,667 shares (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.8%
12
TYPE OF REPORTING PERSON
 
IA, OO
 
(1)  Includes 166,667 shares of Common Stock currently issuable upon the exercise of certain warrants.
 
7

CUSIP NO. G55312105
 
1
NAME OF REPORTING PERSON
 
C4S & Co., L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
926,667 shares (1)
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
926,667 shares (1)
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
926,667 shares (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.8%
12
TYPE OF REPORTING PERSON
 
OO
 
(1)  Includes 166,667 shares of Common Stock currently issuable upon the exercise of certain warrants.
 
8

CUSIP NO. G55312105
 
1
NAME OF REPORTING PERSON
 
Peter A. Cohen
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0 shares
6
SHARED VOTING POWER
 
926,667 shares (1)
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
926,667 shares (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
926,667 shares (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.8%
12
TYPE OF REPORTING PERSON
 
IN
 
(1)  Includes 166,667 shares of Common Stock currently issuable upon the exercise of certain warrants.
 
9

CUSIP NO. G55312105
 
1
NAME OF REPORTING PERSON
 
Morgan B. Stark
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0 shares
6
SHARED VOTING POWER
 
926,667 shares (1)
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
926,667 shares (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
926,667 shares (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.8%
12
TYPE OF REPORTING PERSON
 
IN
 
(1)  Includes 166,667 shares of Common Stock currently issuable upon the exercise of certain warrants.
 
10

CUSIP NO. G55312105
 
1
NAME OF REPORTING PERSON
 
Thomas W. Strauss
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0 shares
6
SHARED VOTING POWER
 
926,667 shares (1)
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
926,667 shares (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
926,667 shares (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.8%
12
TYPE OF REPORTING PERSON
 
IN
 
(1)  Includes 166,667 shares of Common Stock currently issuable upon the exercise of certain warrants.
 
11

CUSIP NO. G55312105
 
1
NAME OF REPORTING PERSON
 
Jeffrey M. Solomon
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0 shares
6
SHARED VOTING POWER
 
926,667 shares (1)
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
926,667 shares (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
926,667 shares (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.8%
12
TYPE OF REPORTING PERSON
 
IN
 
(1)  Includes 166,667 shares of Common Stock currently issuable upon the exercise of certain warrants.

 
12

CUSIP NO. G55312105
 

Item 1(a).
Name of Issuer:
   
 
LJ International Inc., a British Virgin Islands company (the “Company”)
   
Item 1(b).
Address of Issuer's Principal Executive Offices:
   
 
Unit #12, 12/F, Block A
 
Focal Industrial Centre
 
21 Man Lok Street, Hung Hom, Hong Kong
   
Item 2(a).
Name of Person Filing
Item 2(b).
Address of Principal Business Office or, if None, Residence
Item 2(c).
Citizenship


Ramius Capital Group, L.L.C. (“Ramius Capital”)
666 Third Avenue, 26th Floor
New York, New York 10017
Citizenship: Delaware

RCG Crimson Partners, L.P. (“RCG Crimson”)
c/o Ramius Capital Group, L.L.C.
666 Third Avenue, 26th Floor
New York, New York 10017
Citizenship: Delaware

RCG Baldwin, L.P. (“RCG Baldwin”)
c/o Ramius Capital Group, L.L.C.
666 Third Avenue, 26th Floor
New York, New York 10017
Citizenship: Delaware

RCG Enterprise, Ltd (“RCG Enterprise”)
c/o Ramius Capital Group, L.L.C.
666 Third Avenue, 26th Floor
New York, New York 10017
Citizenship: Cayman Islands

Portside Growth and Opportunity Fund (“Portside”)
c/o Ramius Capital Group, L.L.C.
666 Third Avenue, 26th Floor
New York, New York 10017
Citizenship: Cayman Islands

Ramius Advisors, LLC (“Ramius Advisors”)
c/o Ramius Capital Group, L.L.C.
666 Third Avenue, 26th Floor
New York, New York 10017
Citizenship: Delaware
 
 
13

CUSIP NO. G55312105
 
C4S & Co., L.L.C. (“C4S”)
c/o Ramius Capital Group, L.L.C.
666 Third Avenue, 26th Floor
New York, New York 10017
Citizenship: Delaware

Peter A. Cohen (“Mr. Cohen”)
c/o Ramius Capital Group, L.L.C.
666 Third Avenue, 26th Floor
New York, New York 10017
Citizenship: United States

Morgan B. Stark (“Mr. Stark”)
c/o Ramius Capital Group, L.L.C.
666 Third Avenue, 26th Floor
New York, New York 10017
Citizenship: United States

Thomas W. Strauss (“Mr. Strauss”)
c/o Ramius Capital Group, L.L.C.
666 Third Avenue, 26th Floor
New York, New York 10017
Citizenship: United States

Jeffrey M. Solomon (“Mr. Solomon”)
c/o Ramius Capital Group, L.L.C.
666 Third Avenue, 26th Floor
New York, New York 10017
Citizenship: United States

Item 2(d).
Title of Class of Securities:
       
 
Common Stock, par value $0.01 per share (“Common Stock”)
       
Item 2(e).
CUSIP Number:
   
       
 
G55312105
   
       
Item 3.
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
       
 
/x/
Not applicable.
       
 
(a)
/ /
Broker or dealer registered under Section 15 of the Exchange Act.
       
 
(b)
/ /
Bank as defined in Section 3(a)(6) of the Exchange Act.
       
 
(c)
/ /
Insurance company as defined in Section 3(a)(19) of the Exchange Act.
 
 
14

CUSIP NO. G55312105
 
       
 
(d)
/ /
Investment company registered under Section 8 of the Investment Company Act.
       
 
(e)
/ /
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
       
 
(f)
/ /
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
       
 
(g)
/ /
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
       
 
(h)
/ /
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
       
 
(i)
/ /
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
       
 
(j)
/ /
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
       
Item 4.
Ownership
 
       
 
(a)
Amount beneficially owned:
 
       
   
As of the date hereof, (i) RCG Crimson beneficially owns 50,000 shares of Common Stock and 16,667 shares of Common Stock issuable upon the exercise of certain warrants, (ii) RCG Baldwin beneficially owns 200,000 shares of Common Stock, (iii) RCG Enterprise beneficially owns 400,000 shares of Common Stock and 50,000 shares of Common Stock issuable upon the exercise of certain warrants, and (iv) Portside beneficially owns 100,000 shares of Common Stock issuable upon the exercise of certain warrants.
       
   
Ramius Advisors, as the general partner of RCG Baldwin with voting control and investment discretion over securities held by RCG Baldwin, may be deemed to beneficially own the 200,000 shares of Common Stock beneficially owned by RCG Baldwin.
       
   
Ramius Capital is the general partner of RCG Crimson, the investment manager of each of Portside and RCG Enterprise and the sole member of Ramius Advisors, and has the power to direct some of the affairs of each of RCG Crimson, Portside, RCG Enterprise and Ramius Advisors, including decisions respecting the disposition of the proceeds from the sale of shares of the Common Stock.  C4S is the managing member of Ramius Capital and in that capacity directs its operations.  Messrs. Cohen, Stark, Strauss and Solomon are the sole managing members of C4S, and in that capacity, direct its operations.  As a result, each of Ramius Capital, C4S and Messrs. Cohen, Stark, Strauss and Solomon may be deemed to beneficially own the 926,667 shares of Common Stock beneficially owned in the aggregate by RCG Crimson, Portside, RCG Baldwin and RCG Enterprise.
 
 
15

CUSIP NO. G55312105
 
       
   
As a result of a reorganization of certain of the Reporting Persons and their affiliates, the Common Stock reported on this Schedule 13G as being owned by Ramius Securities, L.L.C. (“Ramius Securities”) were transferred to RCG Enterprise, its affiliate.  As of the date hereof, Ramius Securities no longer beneficially owns any Common Stock.
       
   
The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person.  In addition, each of Ramius Capital, C4S and Messrs. Cohen, Stark, Strauss and Solomon disclaim beneficial ownership of the shares held by RCG Crimson, Portside, RCG Baldwin and RCG Enterprise and the filing of this statement shall not be construed as an admission that any such person is the beneficial owner of any such securities.
       
 
(b)
Percent of class:
 
       
   
Based on 18,977,371 shares issued and outstanding as of December 31, 2006 as reported in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on December 28, 2007, (i) RCG Crimson may be deemed to beneficially own less than one percent of the outstanding shares of Common Stock, (ii) RCG Baldwin may be deemed to beneficially own 1.1% of the outstanding shares of Common Stock, (iii) RCG Enterprise may be deemed to beneficially own 2.4% of the outstanding shares of Common Stock, (iv) Portside may be deemed to beneficially own less than 1% of the outstanding shares of Common Stock and (v) each of Ramius Capital, C4S and Messrs. Cohen, Stark, Strauss and Solomon may be deemed to beneficially own 4.8% of the outstanding shares of Common Stock.
       
 
(c)
Number of shares as to which such person has:
 
       
 
(i)
Sole power to vote or to direct the vote
 
       
   
See Cover Pages Items 5-9.
 
       
 
(ii)
Shared power to vote or to direct the vote
 
       
   
See Cover Pages Items 5-9.
 
       
 
(iii)
Sole power to dispose or to direct the disposition of
 
       
   
See Cover Pages Items 5-9.
 
       
 
(iv)
Shared power to dispose or to direct the disposition of
 
       
   
See Cover Pages Items 5-9.
 
       
Item 5.
Ownership of Five Percent or Less of a Class.
       
 
Not applicable
 
       
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
 
16

CUSIP NO. G55312105
 
       
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].
       
Item 7.
Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
       
 
Not Applicable
 
       
Item 8.
Identification and Classification of Members of the Group.
       
 
See Exhibit 99.1.
 
       
Item 9.
Notice of Dissolution of Group.
       
 
Not Applicable
       
Item 10.
Certifications.
 
       
 
By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 

 
17

CUSIP NO. G55312105
 
SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
 

Dated: February 19, 2008
 
 

RCG ENTERPRISE, LTD
RAMIUS ADVISORS, LLC
   
By:
Ramius Capital Group, L.L.C.,
By:
Ramius Capital Group, L.L.C.,
 
its investment manager
 
its sole member
By:
C4S & Co., L.L.C.,
By:
C4S & Co., L.L.C.,
 
as managing member
 
as managing member
   
RCG BALDWIN, L.P.
RCG CRIMSON PARTNERS, L.P.
   
By:,
Ramius Advisors, LLC
By:
Ramius Capital Group, L.L.C.,
 
its general partner
 
its general partner
By:
Ramius Capital Group, L.L.C.,
By:
C4S & Co., L.L.C.,
 
its sole member
 
as managing member
By:
C4S & Co., L.L.C.,
 
 
as managing member
 
   
PORTSIDE GROWTH AND
RAMIUS CAPITAL GROUP, L.L.C.
OPPORTUNITY FUND
 
 
By:
C4S & Co., L.L.C.,
By:
Ramius Capital Group, L.L.C.,
 
as managing member
 
its investment manager
 
     
By:
C4S & Co., L.L.C.,
C4S & CO., L.L.C.
 
as managing member
 


By:
/s/ Jeffrey M. Solomon
 
Name:  Jeffrey M. Solomon
 
Title:  Authorized Signatory


 
JEFFREY M. SOLOMON
 
/s/ Jeffrey M. Solomon
Individually and as attorney-in-fact for  Peter A. Cohen, Morgan B. Stark and  Thomas W. Strauss
 
 
 
18
EX-99.1 2 ex991to13ga206297017_012908.htm JOINT FILING AGREEMENT ex991to13ga206297017_012908.htm
Exhibit 99.1
 
JOINT FILING AGREEMENT
 
The undersigned hereby agree that the Statement on Schedule 13G dated February 19, 2008 with respect to the shares of Common Stock of LJ International Inc. and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
 
 

Dated: February 19, 2008
 
 

RCG ENTERPRISE, LTD
RAMIUS ADVISORS, LLC
   
By:
Ramius Capital Group, L.L.C.,
By:
Ramius Capital Group, L.L.C.,
 
its investment manager
 
its sole member
By:
C4S & Co., L.L.C.,
By:
C4S & Co., L.L.C.,
 
as managing member
 
as managing member
   
RCG BALDWIN, L.P.
RCG CRIMSON PARTNERS, L.P.
   
By:,
Ramius Advisors, LLC
By:
Ramius Capital Group, L.L.C.,
 
its general partner
 
its general partner
By:
Ramius Capital Group, L.L.C.,
By:
C4S & Co., L.L.C.,
 
its sole member
 
as managing member
By:
C4S & Co., L.L.C.,
 
 
as managing member
 
   
PORTSIDE GROWTH AND
RAMIUS CAPITAL GROUP, L.L.C.
OPPORTUNITY FUND
 
 
By:
C4S & Co., L.L.C.,
By:
Ramius Capital Group, L.L.C.,
 
as managing member
 
its investment manager
 
     
By:
C4S & Co., L.L.C.,
C4S & CO., L.L.C.
 
as managing member
 


By:
/s/ Jeffrey M. Solomon
 
Name:  Jeffrey M. Solomon
 
Title:  Authorized Signatory


 
JEFFREY M. SOLOMON
 
/s/ Jeffrey M. Solomon
Individually and as attorney-in-fact for  Peter A. Cohen, Morgan B. Stark and  Thomas W. Strauss
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